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Response Letter

      Reply
      Attention of:

      Stewart
      L. Muglich

      Our
      File No.:

      5000
      066

      Direct
      Line:

      (604)
      692-3023

      Email:

      smuglich@sangramoller.com

August
22, 2005

VIA
FACSIMILE AND COURIER

SECURITIES
AND EXCHANGE COMMISSION

100 F
Street, N.E., Stop 7010

Washington,
D.C. 20549

Attention: H.
Roger Schwall, Assistant Director

Mail Stop 7010

Dear
Sirs/Mesdames:

Re:   Mercer
International Regco Inc. (the "Company") - File No.
333-126683

We act as
counsel for the Company and write in connection with the comment letter dated
August 17, 2005 (the "Comment Letter") from the Securities and Exchange
Commission (the "Commission") to Mercer International Inc. ("Mercer") on the
Company's Form S-4 relating to the conversion of Mercer from a Massachusetts
trust to a corporation organized under the laws of the State of Washington (the
"Conversion"). On behalf of Mercer and the Company, we provide the following
responses to your comments. For your ease of reference, we have set out below,
in italics, the comments contained in the Comment Letter, with the Company's
responses following each comment.

General

      1.

      Because
      your letter dated July 21, 2005, seeks no action relief relating to, among
      other things, your continued Form S-3 eligibility, we may have additional
      comments once the Office of Chief Counsel addresses your request. For
      example, your ability to incorporate by reference in the manner permitted
      to Form S-3 filers, as you have done at page 31, might be affected by the
      resolution.

We note
your comment.

      2.

      During
      our recent phone conference, counsel acknowledged that the proposed
      mergers and conversion will result in Mercer changing from an entity with
      a finite life to an entity with an infinite life. If so, it appears that
      you will need to provide the disclosure required by Release 33-6900.
      Please revise your document accordingly or advise us why you do not
      believe such revision is necessary. We may have additional
      comments.

We
respectfully submit that revisions to the Form S-4 of the Company are not
necessary to provide additional disclosure pursuant to Release 33-6900 as the
concerns dealt with by that Release are not applicable in the current
circumstances. We note that:

•
Mercer was never qualified as a REIT for tax purposes. Although
Mercer was organized as a Massachusetts trust under the laws of the State of
Washington, it was never qualified as a REIT under United States federal tax
legislation.

•
Mercer was never a pass-through entity. Mercer
never acted as a pass-through entity and no income or losses of Mercer were ever
passed through to the shareholders of Mercer.

•
Mercer has never had a general partner. Mercer
has never had a general partner so there are no concerns with relation to any
fiduciary obligations being breached as a result of an acquisition of the
general partner's interest.

•
Mercer’s shares will not change. Each
share of Mercer, as well as that of the successor, bears the exact same economic
interest so there are no varying interests among Mercer’s shareholders. Further,
there will be no change in the voting rights upon completion of the Conversion
and as a result a Mercer shareholder will retain the exact same economic and
voting interest in the Company as it did in Mercer. The shares of the Company
will also trade on the same markets on which the shares of Mercer traded.

•
Mercer is subject to the Washington Business Corporation Act and shareholders
have the benefit of state laws. Mercer
is currently subject to the Washington
Business Corporation Act (“WBCA”)
and it, and its shareholders, are therefore subject to, and receive the benefit
of, this state corporate legislation. This includes, but is not limited to,
appraisal remedies which are available under the state corporate law and, in
particular, in respect of the Conversion. Under such appraisal remedies a
shareholder of Mercer could require that its shares in Mercer be bought out at
the fair value as determined pursuant to the WBCA. As the Company will also be
subject to the WBCA, the shareholders of the Company will be entitled to the
same protections which were afforded to them as shareholders of Mercer.

•
No change to Mercer’s management or Board. The
management and the board of the Company will remain the same as that of Mercer
and they will be compensated in the same manner.

•
No change in business, operations or financial
condition. There
will be no change in the business, operations or financial condition of Mercer
as a result of the Conversion. After the Conversion, the Company will be
carrying on the same business, in the same manner, as Mercer and the Company's
financial reporting will be the same as that of Mercer.

•
Mercer is an industrial company. Unlike a
REIT or certain limited partnerships, Mercer's interest, as an industrial
company, in its assets are long term as pulp mills typically have a lifespan of
in excess of 25 years. Therefore, there is no expectation that Mercer will be
wound up in order to distribute its capital to its shareholders and therefore
issues about the economic fairness of the Conversion are not
relevant.

Further,
Release 33-6900 is intended to assist registrants in assuring that investors are
provided with adequate, clear, concise and understandable disclosure relating to
certain types of roll-up transactions. We respectfully submit that the
disclosure set out in the Form S-4 relating to the Conversion complies with the
Release.

The
disclosure in the Form S-4 relating to the Conversion is provided in a
systematic manner with headings and subheadings that are descriptive of the
substance of the disclosure included thereunder. The Form S-4 includes a section
that briefly sets out questions and answers to selected information relating to
the special meeting, the Conversion and other matters that may be of
significance to investors, a reasonably detailed table of contents that sets out
the contents and location of disclosure, a summary section that discusses the
material points of the disclosure set out in the main body thereof and a
discussion of the risk factors relating to the Conversion.

The Form
S-4 also provides a detailed discussion of the salient points relating to the
Conversion, including the background to the Conversion, the material terms of
the merger agreement relating to the Conversion, the mechanics involved with
undertaking the Conversion, the effect of the Conversion on the business of
Mercer, a comparison of the material rights of shareholders resulting from the
Conversion, a description of the material differences of the governing documents
of Mercer currently and subsequent to the Conversion (including that the
Conversion will result in Mercer changing from an entity with a finite life to
an entity with an infinite life), the material U.S. federal income tax
consequences of the Conversion and a discussion of dissenters' rights for
shareholders that wish to exercise such rights in connection with the
Conversion. In addition, the Appendices to the Form S-4 include the merger
agreement relating to the Conversion and the Articles and Bylaws of the
Washington company that succeeds Mercer upon completion of the Conversion which
allow a reader to review and compare the new company with Mercer as it currently
exists.

As a
result, we respectfully submit that investors are provided with sufficient
information about the Conversion so as to be able to make an informed decision
in compliance with the intent of the Release.

Material
U.S. Federal Income Tax Consequences of the Conversion, page
23

      3.

      It
      appears that you intend for the disclosure that appears in this section to
      constitute counsel's opinion. If so, revise the introductory paragraph on
      page 23 to make that clear. For example, it is insufficient and
      inappropriate to state that counsel's opinion is merely that the
      "following general discussion constitutes … a fair and accurate summary
      …."

The
Company has amended the first paragraph under "Material U.S. Federal Income Tax
Consequences of the Conversion" to clarify that the discussion under this
heading sets forth the material U.S. federal income tax consequences of the
Conversion and the discussion now is not merely a general discussion of the
anticipated U.S. federal income tax consequences of the Conversion. Please see
the marked version of the Form S-4 which accompanies this letter.

      4.

      The
      reference at page 24 to "the varying nature of such
      tax consequences" is unclear. Delete the phrase, or revise it to clarify
      the intended reference.

The
Company has deleted the reference to the varying nature of the tax consequences
of the Conversion and amended the disclosure to make it clear that each
shareholder should consult his or her own tax advisor as to the specific tax
consequences of the Conversion under such shareholder's particular
circumstances. Please see the marked version of the Form S-4 which accompanies
this letter.

      5.

      It
      appears that in order to reach the conclusions that are set forth at page
      24, counsel must first determine whether the Conversion will qualify as a
      reorganization. Therefore, the suggestions that it is "anticipated" that
      it will so qualify and that the ensuing list therefore "assume[es] such
      qualification" are inappropriate. Please obtain a definitive opinion from
      counsel in that regard.

The
Company has amended the paragraph to make it clearer that the Conversion will
qualify as a reorganization subject to the assumptions and qualifications that
are necessary given the factual underpinnings of the opinion. Please see the
marked version of the Form S-4 which accompanies this letter.

      6.

      Similarly,
      it appears inappropriate to provide the conclusion in item (v) with the
      limitation that it is accurate "provided that the payment is neither
      essentially equivalent to a dividend within the meaning of Section 302 of
      the Code nor has the effect of a distribution of a dividend within the
      meaning of Section 356(a)(2)." Instead, obtain a clear opinion on these
      points.

The
Company has amended subparagraph (v) to delete the qualification attaching to
the gain or loss for federal income tax purposes of a shareholder who exercises
dissenters' rights. Please see the marked version of the Form S-4 which
accompanies this letter.

Exhibit
8.1

      7.

      In
      the opinion filed as an exhibit, ensure that counsel gives effect to each
      of the applicable comments set forth above relating to the disclosure that
      appears in the Form S-4 at page 23. Also obtain and file a signed and
      dated opinion of counsel.

The
Company will obtain a signed opinion of tax counsel which addresses each of
comments 3 to 6 above and will file a copy of the signed opinion with the Form
S-4 as exhibit 8.1. A marked version of the opinion is attached as Exhibit 8.1
to the marked version of the Form S-4 which accompanies this
letter.

      8.

      Counsel
      needs to make clear in the short form opinion that is filed as exhibit 8.1
      that the disclosure that appears in the registration statement in the
      section captioned "Material U.S. Federal Income Tax Consequences of the
      Conversion" constitutes its opinion. The suggestion that it is merely a
      description or a discussion is
inappropriate.

The tax
opinion on page 2 has been amended to state that counsel is of the opinion that
the disclosure in the Form S-4 under the heading "Material U.S. Federal Income
Tax Consequences of the Conversion", as it relates to statements of law and
legal conclusions, is correct in all material respects, subject to the
limitations set forth therein.

      9.

      In
      the new opinion you obtain, ensure that counsel does not suggest that the
      opinion that appears in the registration statement only addresses
      "certain" - rather than the material - tax federal income tax
      consequences. Similarly, ensure that counsel does not retain its
      suggestion that under the circumstances it describes the opinion "may not
      be relied upon," as the reader is entitled to rely upon
      it.

Tax
counsel has revised its opinion to provide that it relates to the "material"
U.S. federal income tax consequences of the Conversion. In addition, tax counsel
has amended the second paragraph of page 3 of the tax opinion to delete the
suggestion that the opinion may not be relied upon in certain
circumstances.

A marked
version of the Company’s full Form S-4 accompanies this letter for your ease of
reference. Only marked pages will be forwarded via facsimile. The Company hopes
to have the Registration Statement on Form S-4 declared effective as soon as
possible and, accordingly, any assistance you can provide in obtaining an
expeditious review of this response letter and the amended Form S-4 would be
greatly appreciated. We trust the foregoing to be in order but should you have
any questions or concerns, please do not hesitate to contact the undersigned or
my partner, Harj Sangra at 604 692-3022.

Yours
truly,

SANGRA
MOLLER LLP

Per:  /s/
Stewart L. Muglich

        Stewart
L. Muglich

        (New York
State Bar No. 098563)

Enclosures
(with courier only)

HSS/KL/cl

cc.
Mercer
International Inc.

Attention:
David M. Gandossi

Securities
and Exchange Commission, Stop 7010

Attention:
Timothy Levenberg

Securities
and Exchange Commission, Stop 7010

Attention:
Carrie Darling

Deloitte
& Touche LLP

Attention:
Dan Rollins and Gregg Orr